We’ll hope to cover all the goofily-twisted pretzel logic by which CEO Hassan and his top officers make their case that the proposed reverse merger with Merck is actually [yet another] triumph — engineered by this vastly-experienced, and entirely selfless pharmaceuticals management team. Technically, the merger is not on the agenda — but it will undoubtedly come up — as will questions about the recently-mailed Executive Compensation Survey, so do tune in.

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Like last year, Schering-Plough's annual meeting of shareholders is being held in an inconvenient location (Gee -- I wonder why?), and at an inconvenient hour -- in the very early morning hours, for those of us on the West Coast -- through the magic of "the Tubes" (Heh!), I will make it seem like we are all sitting right there, inside Stanley Field Auditorium, microphone on, at The Field Museum, 1400 S. Lake Shore Drive, Chicago, Illinois 60605, at 5:30 AM PDT:

▲ Just like last year, CEO Hassan shuts off the camera, and the mic, during shareholders' Q&A -- relying on his lawyers' advice that the Q&A is not part of the meeting, proper. However, if anything material is there disclosed, he'll need to update the SEC -- via a Form 8-K within two days.

▲ A TRA "info-mercial" now -- it, like the Temodar commercial -- is missing the FDA required disclaimers -- Schering gets around this by saying it is "not intended to be advocate any specific treatment". . . Ri-i-i-i-i-ght.

▲ The 6.5 percent annual return is entirely due to his selling the company to Merck -- prior to that March 9, 2009 announcement, Total Shareholder Return (in the Schering-Plough current proxy statement), at Year-end 2008, was less than three-quarters of one percent.

▲ CEO Hassan just said that Total Shareholder Return was 41 percent from Year End 2003, to the end of April 2009. That is a misleading figure, for it must be divided by the six and one quarter years -- to reach an annualized return. That annualized return is under 6.5 percent.

▲ CEO Hassan is on to talking about his "five stars" -- at least three of which are multiple years behind Hassan's earlier-announced schedule -- for approval.

▲ CEO Hassan describes his second day on the job, six years ago, in 2003: "shareholders were angry". . . . the stock price was $17.25. At year end 2008, the stock price was $17.03. Hmmmm. . . .

▲ Unfortunately, each shareholder proposal garnered a little under 44 percent in favor. Each of these did not pass.

▲ 94 percent of votes cast were in favor of each of the eleven directors.

▲ A commercial for Temodar, now while final tabulation of proxies occurs -- the Temodar piece is missing the FDA required disclaimers -- Schering gets around this by saying it is "not intended to be advocate any specific treatment". . . Ri-i-i-i-i-ght.. . . .

▲ No ballots cast from the floor. Looks to be a very small audience.

▲ Statement in favor of proposal for Special Meeting of Shareholders -- called by Shareholders, by the Steiners. Management opposes it.

▲ Cumulative voting shareholder proposal made. Management opposes it.

▲ Actually, Mr. Becherer isn't even listening in -- he's stepping down today -- let's see who gets nominated as Compensation Committee chair, by Form 8-K later today -- after the (private, non-webcast) board meeting -- which will immediately follow the annual meeting.

▲ Hans Becherer isn't even in the room -- he's phoning it in! Astonishing.

▲ Eleven directors nominated -- no new committee chairmanships listed, yet.

▲ Meeting is now convened -- 8:34 AM EDT -- Fred looks very tired.

▲ Oh, I see -- it's a commercial loop. Clever.

▲ Those Brook Shields' (and others') commercials are just getting started, now -- There's that cute little Nasonex bee in the commercial, the one that experts at Congressional hearings last year testified is, in fact, a device to distract the consumer from fully-retaining, and appreciating the warnings, and other important health information, toward the end of the commercial. Yep -- doin' a heckuva' job, there -- it is now about 8:15 AM EDT.

▲ And. . . we're all set to go -- 7:50 AM EDT.

▲ CEO Fred Hassan. . . at least $51,399,546. . . in change of control payments [times 1.9, or $97.6 million, in total package value -- minimum]. . . .

▲ Payments to Ms. Cox upon termination after change of control: $23,364,614 [plus at least another $28 million gross, or about $11 million, net -- of course]. . . .

Wow — the shareholders should really ask about that.

We’ll hope to cover all the goofily-twisted pretzel logic by which CEO Hassan and his top officers make their case that the proposed reverse merger with Merck is actually [yet another] triumph — engineered by this vastly-experienced, and entirely selfless pharmaceuticals management team. Technically, the merger is not on the agenda — but it will undoubtedly come up — as will questions about the recently-mailed Executive Compensation Survey, so do tune in.

. . . .CEO Fred Hassan. . . at least $51,399,546. . . in change of control payments. . . [times 1.9, or $97.6 million, in total package value -- minimum]. . . .

Wow — the shareholders should really ask about that.